BlackRock 20/80 Target Allocation Fund, Investor A NCSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:

811-05742

Name of Fund:

BlackRock Funds^SM

BlackRock Global Equity Absolute Return Fund

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Funds^SM,
50 Hudson Yards, New York, NY 10001

Registrant's telephone number, including area code:

(800) 441-7762

Date of fiscal year end:

03/31/2025

Date of reporting period:

09/30/2024

Item 1 — Reports to Stockholders

(a) The Reports to Shareholders are attached herewith

BlackRock Global Equity Absolute Return Fund

Institutional Shares | BABSX

Semi-Annual Shareholder Report — September 30, 2024

This semi-annual shareholder report contains important information about BlackRock Global Equity Absolute Return Fund (the “Fund”) for the period of April 1, 2024 to September 30, 2024. You can find additional information about the Fund at blackrock.com/fundreports. You can also request this information by contacting us at (800) 441‑7762.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Institutional Shares	$93	1.85%(a)

^(a)	Annualized.

Fund performance

Average annual total returns

	6-Month Total Returns		1 Year		Since Fund Inception
Institutional Shares	0.45	%	8.58	%	0.25	%
MSCI All Country World Index	9.67		31.76		7.23
ICE BofA 3-Month U.S. Treasury Bill Index	2.71		5.46		3.79

Key Fund statistics

Net Assets	$10,137,768
Number of Portfolio Holdings	149
Portfolio Turnover Rate	36%

The Fund commenced operations on December 21, 2021.

On December 1, 2023, the Fund began to compare its performance to the standard pricing time of the ICE BofA 3-Month U.S. Treasury Bill Index (the “Index”). Index data prior to March 1, 2021 is for the Index’s standard pricing time of 3pm. Index data from March 1, 2021 through November 30, 2023 is for a custom 4pm pricing variant of the Index. Index returns beginning on December 1, 2023 reflect the Index’s new standard pricing time of 4pm. The change of the Index’s standard pricing time from 3pm to 4pm resulted in the discontinuation of the custom 4pm pricing variant used from March 1, 2021 through November 30, 2023.

The Fund has added the MSCI All Country World Index in response to new regulatory requirements.

Past performance is not an indication of future results. Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. Visit blackrock.com for more recent performance information.

What did the Fund invest in?

(as of September 30, 2024)

Geographic allocation

Country^(a)	Percent of Net Assets
United States	50.1	%
Japan	7.7	%
Canada	7.5	%
Germany	5.6	%
China	4.1	%
Italy	3.5	%
France	3.1	%
Denmark	3.0	%
Taiwan	2.1	%
Switzerland	1.8	%
Other	3.3	%
Short-Term Securities	10.0	%
Liabilities in Excess of Other Assets	(1.8	) %

Ten largest holdings

Security^(b)	Percent of Net Assets
Sony Group Corp.	5.1	%
Beiersdorf AG	4.2	%
Tencent Holdings Ltd.	4.1	%
Canadian National Railway Co.	3.8	%
Mastercard, Inc., Class A	3.5	%
T-Mobile U.S., Inc.	3.2	%
LVMH Moet Hennessy Louis Vuitton SE	3.1	%
Novo Nordisk A/S, Class B	3.0	%
Home Depot, Inc. (The)	2.9	%
Amazon.com, Inc.	2.8	%

^(a)	Ten largest countries are presented. Additional countries are found in Other.
^(b)	Excludes short-term securities.

Additional information

If you wish to view additional information about the Fund, including but not limited to financial statements, the Fund’s prospectus, and proxy voting policies and procedures, please visit blackrock.com/fundreports. For proxy voting records, visit blackrock.com/proxyrecords.

The Fund is not sponsored, endorsed, issued, sold, or promoted by ICE Data Indices, LLC, MSCI, Inc., and their respective affiliates, nor do these companies make any representation regarding the advisability of investing in the Fund. BlackRock is not affiliated with the companies listed above.

BlackRock Global Equity Absolute Return Fund

Institutional Shares | BABSX

Semi-Annual Shareholder Report — September 30, 2024

BABSX-09/24-SAR

BlackRock Global Equity Absolute Return Fund

Investor A Shares | BGRAX

Semi-Annual Shareholder Report — September 30, 2024

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Investor A Shares	$105	2.10%(a)

^(a)	Annualized.

Fund performance

Average annual total returns

	6-Month Total Returns		1 Year		Since Fund Inception
Investor A Shares	0.34	%	8.20	%	(0.01	) %
Investor A Shares (with sales charge)	(4.93	)	2.52		(1.93	)
MSCI All Country World Index	9.67		31.76		7.23
ICE BofA 3-Month U.S. Treasury Bill Index	2.71		5.46		3.79

Key Fund statistics

Net Assets	$10,137,768
Number of Portfolio Holdings	149
Portfolio Turnover Rate	36%

The Fund commenced operations on December 21, 2021.

The Fund has added the MSCI All Country World Index in response to new regulatory requirements.

Assuming maximum sales charges. Average annual total returns with and without sales charges reflect reductions for service fees.

What did the Fund invest in?

(as of September 30, 2024)

Geographic allocation

Country^(a)	Percent of Net Assets
United States	50.1	%
Japan	7.7	%
Canada	7.5	%
Germany	5.6	%
China	4.1	%
Italy	3.5	%
France	3.1	%
Denmark	3.0	%
Taiwan	2.1	%
Switzerland	1.8	%
Other	3.3	%
Short-Term Securities	10.0	%
Liabilities in Excess of Other Assets	(1.8	) %

Ten largest holdings

Security^(b)	Percent of Net Assets
Sony Group Corp.	5.1	%
Beiersdorf AG	4.2	%
Tencent Holdings Ltd.	4.1	%
Canadian National Railway Co.	3.8	%
Mastercard, Inc., Class A	3.5	%
T-Mobile U.S., Inc.	3.2	%
LVMH Moet Hennessy Louis Vuitton SE	3.1	%
Novo Nordisk A/S, Class B	3.0	%
Home Depot, Inc. (The)	2.9	%
Amazon.com, Inc.	2.8	%

^(a)	Ten largest countries are presented. Additional countries are found in Other.
^(b)	Excludes short-term securities.

Additional information

BlackRock Global Equity Absolute Return Fund

Investor A Shares | BGRAX

Semi-Annual Shareholder Report — September 30, 2024

BGRAX-09/24-SAR

BlackRock Global Equity Absolute Return Fund

Class K Shares | BGRKX

Semi-Annual Shareholder Report — September 30, 2024

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class K Shares	$90	1.80%(a)

^(a)	Annualized.

Fund performance

Average annual total returns

	6-Month Total Returns		1 Year		Since Fund Inception
Class K Shares	0.45	%	8.48	%	0.28	%
MSCI All Country World Index	9.67		31.76		7.23
ICE BofA 3-Month U.S. Treasury Bill Index	2.71		5.46		3.79

Key Fund statistics

Net Assets	$10,137,768
Number of Portfolio Holdings	149
Portfolio Turnover Rate	36%

The Fund commenced operations on December 21, 2021.

The Fund has added the MSCI All Country World Index in response to new regulatory requirements.

What did the Fund invest in?

(as of September 30, 2024)

Geographic allocation

Country^(a)	Percent of Net Assets
United States	50.1	%
Japan	7.7	%
Canada	7.5	%
Germany	5.6	%
China	4.1	%
Italy	3.5	%
France	3.1	%
Denmark	3.0	%
Taiwan	2.1	%
Switzerland	1.8	%
Other	3.3	%
Short-Term Securities	10.0	%
Liabilities in Excess of Other Assets	(1.8	) %

Ten largest holdings

Security^(b)	Percent of Net Assets
Sony Group Corp.	5.1	%
Beiersdorf AG	4.2	%
Tencent Holdings Ltd.	4.1	%
Canadian National Railway Co.	3.8	%
Mastercard, Inc., Class A	3.5	%
T-Mobile U.S., Inc.	3.2	%
LVMH Moet Hennessy Louis Vuitton SE	3.1	%
Novo Nordisk A/S, Class B	3.0	%
Home Depot, Inc. (The)	2.9	%
Amazon.com, Inc.	2.8	%

^(a)	Ten largest countries are presented. Additional countries are found in Other.
^(b)	Excludes short-term securities.

Additional information

BlackRock Global Equity Absolute Return Fund

Class K Shares | BGRKX

Semi-Annual Shareholder Report — September 30, 2024

BGRKX-09/24-SAR

(b) Not Applicable

Item 2 –

Code of Ethics – Not Applicable to this semi-annual report

Item 3 –

Audit Committee Financial Expert – Not Applicable to this semi-annual report

Item 4 –

Principal Accountant Fees and Services – Not Applicable to this semi-annual report

Item 5 –

Audit Committee of Listed Registrant – Not Applicable

Item 6 –

Investments

(a) The registrant’s Schedule of Investments is included as part of the Financial Statement and Financial Highlights for Open-End Management Investment Companies filed under Item 7 of this Form.

(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.

Item 7 –

Financial Statements and Financial Highlights for Open-End Management Investment Companies

(a) The registrant’s Financial Statements are attached herewith.

(b) The registrant’s Financial Highlights are attached herewith.


		SEPTEMBER 30, 2024



		2024 Semi-Annual Financial Statements and Additional Information (Unaudited)

BlackRock Funds^SM

BlackRock Global Equity Absolute Return Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee

Table of Contents


	Page
Derivative Financial Instruments		3
Schedule of Investments		4
Statement of Assets and Liabilities		13
Statement of Operations		15
Statements of Changes in Net Assets		16
Financial Highlights		17
Notes to Financial Statements		20
Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement		29
Additional Information		32
Glossary of Terms Used in this Report		34


2

Derivative Financial Instruments

The Fund may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Fund must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The Fund’s successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation the Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The Fund’s investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.


D E R I V A T I V E F I N A N C I A L I N S T R U M E N T S		3

Schedule of Investments (unaudited)

September 30, 2024

BlackRock Global Equity Absolute Return Fund

(Percentages shown are based on Net Assets)


Security	Shares		Value

Common Stocks

Brazil — 1.7%
XP, Inc., Class A		9,418	$	168,959


Canada — 7.5%
Canadian National Railway Co.		3,265		382,327
Canadian Pacific Kansas City Ltd.		2,504		214,158
Teck Resources Ltd., Class B		3,118		162,856


				759,341

China — 4.1%
Tencent Holdings Ltd.		7,500		417,037


Denmark — 3.0%
Novo Nordisk A/S, Class B		2,538		301,036


France — 3.1%
LVMH Moet Hennessy Louis Vuitton SE		412		315,953


Germany — 5.6%
Beiersdorf AG		2,832		426,272
Infineon Technologies AG		4,171		146,435


				572,707

Italy — 3.5%
Ferrari NV		324		151,827
Intesa Sanpaolo SpA		48,206		206,355


				358,182

Japan — 7.7%
Recruit Holdings Co. Ltd.		4,300		261,236
Sony Group Corp.		26,500		514,831


				776,067

Netherlands — 1.6%
ASML Holding NV		190		158,054


Switzerland — 1.8%
Galderma Group AG^(a)		1,969		182,860


Taiwan — 2.1%
Taiwan Semiconductor Manufacturing Co. Ltd.		7,000		211,079


United States — 50.1%
Adobe, Inc.^(a)		280		144,978
Alphabet, Inc., Class A		1,599		265,194
Amazon.com, Inc.^(a)		1,508		280,986


Security	Shares		Value

United States (continued)
AMETEK, Inc.		915	$	157,115
AZEK Co., Inc. (The), Class A^(a)		3,315		155,142
Baker Hughes Co., Class A		4,425		159,964
Boston Scientific Corp.^(a)		2,676		224,249
Cadence Design Systems, Inc.^(a)		941		255,039
Home Depot, Inc. (The)		735		297,822
Howmet Aerospace, Inc.		2,519		252,530
Hubbell, Inc.		548		234,736
Lennar Corp., Class A		1,424		266,971
Mastercard, Inc., Class A		712		351,586
Microsoft Corp.		642		276,253
Pinterest, Inc., Class A^(a)		6,353		205,647
Salesforce, Inc.		796		217,873
Thermo Fisher Scientific, Inc.		383		236,912
T-Mobile U.S., Inc.		1,566		323,160
UnitedHealth Group, Inc.		361		211,069
Vulcan Materials Co.		831		208,107
WD-40 Co.		625		161,175
Western Alliance Bancorp		2,252		194,775


				5,081,283


Total Long-Term Investments — 91.8% (Cost: $7,690,052)				9,302,558


Short-Term Securities

Money Market Funds — 10.0%

BlackRock Liquidity Funds, T-Fund, Institutional Shares, 4.83%^(b)(c)	1,013,678		1,013,678


Total Short-Term Securities — 10.0% (Cost: $1,013,678)				1,013,678


Total Investments — 101.8% (Cost: $8,703,730)				10,316,236

Liabilities in Excess of Other Assets — (1.8)%				(178,468	)


Net Assets — 100.0%			$	10,137,768

^(a)	Non-income producing security.

^(b)	Affiliate of the Fund.

^(c)	Annualized 7-day yield as of period end.


4		2024 B L A C K R O C K S E M I - A N N U A L F I N A N C I A L S T A T E M E N T S A N D A D D I T I O N A L I N F O R M A T I O N

Schedule of Investments (unaudited) (continued)

September 30, 2024

BlackRock Global Equity Absolute Return Fund

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended September 30, 2024 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:


Affiliated Issuer	Value at 03/31/24		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 09/30/24		Shares Held at 09/30/24		Income			Capital Gain Distributions from Underlying Funds
BlackRock Cash Funds: Institutional, SL Agency Shares^(a)	$	—	$	—		$	(24	)^(b)	$	24	$	—	$	—		—	$	8	^(c)	$	—
BlackRock Liquidity Funds, T-Fund, Institutional Shares		183,476		830,202	^(b)		—			—		—		1,013,678		1,013,678		25,678			—

									$	24	$	—	$	1,013,678			$	25,686		$	—

^(a)

As of period end, the entity is no longer held.

^(b)

Represents net amount purchased (sold).

^(c)

All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts


Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Short Contracts
S&P 500 E-Mini Index		3		12/20/24	$	872	$	(17,286	)
STOXX Europe 600 Index		35		12/20/24		1,024		(13,199	)

							$	(30,485	)

Forward Foreign Currency Exchange Contracts


Currency Purchased		Currency Sold			Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)

USD	164,727		CHF	138,618	State Street Bank and Trust Co.		10/18/24	$	585

USD	783,185		JPY	109,359,535	State Street Bank and Trust Co.		10/18/24		20,246



								$	20,831



USD	665,196		CAD	903,012	Bank of New York Mellon		10/18/24		(2,777	)

USD	335,703		DKK	2,248,096	Barclays Bank PLC		10/18/24		(345	)

USD	1,471,379		EUR	1,320,905	Bank of New York Mellon		10/18/24		(161	)

USD	173,173		TWD	5,488,000	Morgan Stanley & Co. International PLC		10/18/24		(529	)



								$	(3,812	)



								$	17,019


S C H E D U L E O F I N V E S T M E N T S		5

Schedule of Investments (unaudited) (continued)

September 30, 2024

BlackRock Global Equity Absolute Return Fund

OTC Total Return Swaps


Reference Entity	Payment Frequency		Counterparty⁽ⁱ⁾	Termination Date		Net Notional			Accrued Unrealized Appreciation (Depreciation)			Net Value of Reference Entity			Gross Notional Amount Net Asset Percentage

Equity Securities Long/Short		Monthly	Citibank N.A.^(a)		02/24/25–02/24/28	$	(1,110,670	)	$	(10,212	)^(b)	$	(1,115,104	)	25.6%
		Monthly	Goldman Sachs Bank USA^(c)		08/18/26–08/19/26		(1,281,205	)		(28,757	)^(d)		(1,308,428	)	25.8
		Monthly	HSBC Bank PLC^(e)		02/09/28–02/10/28		(1,140,898	)		(77,740	)^(f)		(1,217,348	)	26.4
		Monthly	Morgan Stanley & Co. International PLC^(g)		12/23/24–12/21/28		(917,900	)		(1,190	)^(h)		(912,355	)	23.8

									$	(117,899	)	$	(4,553,235	)

^(b)

Amount includes $(5,778) of net dividends and financing fees.

^(d)

Amount includes $(1,534) of net dividends and financing fees.

^(f)

Amount includes $(1,290) of net dividends and financing fees.

^(h)

Amount includes $(6,735) of net dividends and financing fees.

⁽ⁱ⁾

The Fund receives the total return on a portfolio of long positions underlying the total return swap. The Fund pays the total return on a portfolio of short positions underlying the total return swap. In addition, the Fund pays or receives a variable rate of interest, based on a specified benchmark. The benchmark and spread are determined based upon the country and/or currency of the individual underlying positions.

The following are the specified benchmarks (plus or minus a range) used in determining the variable rate of interest:


	(a)	(c)	(e)
Range:	15-73 basis points	0-360 basis points	15-225 basis points
Benchmarks:	Swiss Average Rate O/N:	Canadian Overnight Repo Rate Average:	Overnight Reserve Bank of Australia Rate:
	CHF 1-Day	CAD 1-Day	AUD 1-Day
	Euro Short-Term Rate:	Euro Short-Term Rate:	Euro Short-Term Rate:
	EUR 1-Day	EUR 1-Day	EUR 1-Day
	Sterling Overnight Index Average: GBP 1-Day Tokyo Overnight Average Rate: JPY 1-Day Overnight Bank Funding Rate: USD 1-Day	Sterling Overnight Index Average: GBP 1-Day Tokyo Overnight Average Rate: JPY 1-Day Stockholm Overnight Interbank Offer Rate: SEK 1-day Overnight Federal Funds Effective Rate: USD 1-Day	Sterling Overnight Index Average: GBP 1-Day Tokyo Overnight Average Rate: JPY 1-Day Stockholm Overnight Interbank Offer Rate: SEK 1-day Overnight Bank Funding Rate: USD 1-Day

	(g)
Range:	15-300 basis points
Benchmarks:	Euro Short-Term Rate:
	EUR 1-Day
	Sterling Overnight Index Average:
	GBP 1-Day
	Tokyo Overnight Average Rate:
	JPY 1-Day
	Stockholm Overnight Interbank Offer Rate:
	SEK 1-Day
	Overnight Federal Funds Effective Rate:
	USD 1-Day


6		2 0 2 4 B L A C K R O C K S E M I - A N N U A L F I N A N C I A L S T A T E M E N T S A N D A D D I T I O N A L I N F O R M A T I O N

Schedule of Investments (unaudited) (continued)

September 30, 2024

BlackRock Global Equity Absolute Return Fund

The following table represents the individual long and short positions and related values of equity securities underlying the total return swap with Citibank N.A. as of period end, termination dates February 24, 2025 to February 24, 2028:



	Shares		Value			% of Basket Value

Reference Entity — Long

Common Stocks

France
Air Liquide SA		925	$	178,627			(16.0	)%


South Korea
Samsung Electronics Co. Ltd.		4,950		231,357			(20.8	)


Switzerland
Julius Baer Group Ltd.		2,678		161,494			(14.5	)


United Kingdom
Taylor Wimpey PLC		80,299		176,632			(15.8	)


Total Reference Entity — Long			748,110


Reference Entity — Short

Common Stocks

Finland
Amer Sports, Inc.		5,014		(79,973	)		7.2


Germany
Henkel AG & Co. KGaA, Preference Shares, NVS		1,273		(119,662	)		10.7
Mercedes-Benz Group AG		1,096		(71,020	)		6.4


				(190,682	)

India
Infosys Ltd., ADR		1,920		(42,759	)		3.8


Japan
Mitsubishi UFJ Financial Group, Inc.		7,300		(74,961	)		6.7
Seven Bank Ltd.		58,700		(117,791	)		10.6
SoftBank Group Corp.		2,900		(172,017	)		15.4


				(364,769	)

Luxembourg
Birkenstock Holding PLC		2,751		(135,597	)		12.2


Netherlands
Randstad NV		2,097		(104,192	)		9.3


United Kingdom
Bunzl PLC		4,407		(208,711	)		18.7


United States
AT&T Inc.		1,748		(38,456	)		3.4
Charter Communications, Inc., Class A		313		(101,437	)		9.1
Cognizant Technology Solutions Corp., Class A		1,124		(86,750	)		7.8
FactSet Research Systems, Inc.		331		(152,210	)		13.7
International Business Machines Corp.		1,057		(233,682	)		21.0



	Shares		Value			% of Basket Value

United States (continued)
Interpublic Group of Cos., Inc. (The)		3,817	$	(120,732	)		10.8	%
Lam Research Corp.		4		(3,264	)		0.3


				(736,531	)


Total Reference Entity — Short				(1,863,214	)


Net Value of Reference Entity —
Citibank N.A			$	(1,115,104	)

The following table represents the individual long and short positions and related values of equity securities underlying the total return swap with Goldman Sachs Bank USA as of period end, termination dates August 18, 2026 to August 19, 2026:



	Shares		Value			% of Basket Value

Reference Entity — Long

Common Stocks

Japan
Keyence Corp.		300	$	143,779			(11.0	)%


United Kingdom
RELX PLC		4,643		219,225			(16.7	)
Standard Chartered PLC		18,505		196,264			(15.0	)


				415,489

United States
Meta Platforms, Inc., Class A		224		128,226			(9.8	)


Total Reference Entity — Long			687,494


Reference Entity — Short

Common Stocks

Canada
BCE, Inc.		2,234		(77,668	)		5.9
Rogers Communications, Inc., Class B, NVS		1,983		(79,734	)		6.1
Royal Bank of Canada		610		(76,134	)		5.8


				(233,536	)

France
TotalEnergies SE		1,472		(95,585	)		7.3


Germany
Daimler Truck Holding AG		2,308		(86,659	)		6.6
Siemens AG, Registered Shares		166		(33,583	)		2.6


				(120,242	)

India
Infosys Ltd., ADR		2,530		(56,343	)		4.3


Japan
Bell System24 Holdings, Inc.		4,800		(50,590	)		3.9
Central Japan Railway Co.		1,200		(27,708	)		2.1
Dentsu Group, Inc.		3,500		(107,877	)		8.2
Nissan Motor Co. Ltd.		7,400		(21,021	)		1.6
Seven Bank Ltd.		15,800		(31,705	)		2.4


				(238,901	)


S C H E D U L E O F I N V E S T M E N T S		7

Schedule of Investments (unaudited) (continued)

September 30, 2024

BlackRock Global Equity Absolute Return Fund



	Shares		Value			% of Basket Value

Netherlands
Basic-Fit NV		803	$	(20,941	)		1.6	%


Philippines
TELUS International CDA, Inc.		8,630		(33,692	)		2.6


Spain
Telefonica SA		35,531		(173,821	)		13.3


Sweden
Evolution AB		281		(27,637	)		2.1


United States
Arbor Realty Trust, Inc.		5,744		(89,377	)		6.8
Charter Communications, Inc., Class A		236		(76,483	)		5.9
Cognizant Technology Solutions Corp., Class A		384		(29,637	)		2.3
Expedia Group, Inc.		1,553		(229,875	)		17.6
Lululemon Athletica, Inc.		64		(17,366	)		1.3
Netflix, Inc.		236		(167,388	)		12.8
Penske Automotive Group, Inc.		831		(134,971	)		10.3
Roku, Inc., Class A		507		(37,853	)		2.9
Silicon Laboratories, Inc.		409		(47,268	)		3.6
United Parks & Resorts, Inc.		3,261		(165,006	)		12.6


				(995,224	)


Total Reference Entity — Short			(1,995,922)


Net Value of Reference Entity —
Goldman Sachs Bank USA			$	(1,308,428	)

The following table represents the individual long and short positions and related values of equity securities underlying the total return swap with HSBC Bank PLC as of period end, termination dates February 9, 2028 to February 10, 2028:



	Shares		Value			% of Basket Value

Reference Entity — Long

Common Stocks

France
Cie de Saint-Gobain SA		2,264	$	206,482			(17.0	)%


Japan
Nintendo Co. Ltd.		2,800		149,664			(12.3	)


United Kingdom
AstraZeneca PLC		1,420		221,217			(18.2	)


United States
Moody’s Corp.		399		189,361			(15.5	)


Total Reference Entity — Long			766,724


Reference Entity — Short

Common Stocks

Australia
Commonwealth Bank of Australia		781		(72,848	)		6.0
Westpac Banking Corp.		3,405		(74,408	)		6.1


				(147,256	)



	Shares		Value			% of Basket Value

Japan
Central Japan Railway Co.		3,000	$	(69,270	)		5.7	%
Nissan Motor Co. Ltd.		7,500		(21,305	)		1.7
Secom Co. Ltd.		4,200		(155,354	)		12.8


				(245,929	)

Netherlands
Basic-Fit NV		2,350		(61,283	)		5.0


Sweden
H & M Hennes & Mauritz AB, B Shares		4,493		(76,523	)		6.3


Taiwan
First Financial Holding Co. Ltd.		83,430		(72,197	)		5.9
Novatek Microelectronics Corp.		4,000		(65,125	)		5.4


				(137,322	)

United Kingdom
Associated British Foods PLC		3,966		(123,948	)		10.2
Sage Group PLC (The)		13,068		(179,505	)		14.7


				(303,453	)

United States
Amgen, Inc.		504		(162,394	)		13.4
Conagra Brands, Inc.		4,687		(152,421	)		12.5
eBay, Inc.		1,940		(126,313	)		10.4
Gap, Inc. (The)		3,392		(74,794	)		6.2
Kroger Co. (The)		2,529		(144,912	)		11.9
Lululemon Athletica, Inc.		359		(97,415	)		8.0
Roku, Inc., Class A		1,441		(107,585	)		8.8
WW Grainger, Inc.		141		(146,472	)		12.0


				(1,012,306	)


Total Reference Entity — Short			(1,984,072)


Net Value of Reference Entity —
HSBC Bank PLC			$	(1,217,348	)

The following table represents the individual long and short positions and related values of equity securities underlying the total return swap with Morgan Stanley & Co. International PLC as of period end, termination dates December 23, 2024 to December 21, 2028:



	Shares		Value		% of Basket Value

Reference Entity — Long

Common Stocks

France
Air Liquide SA		225	$	43,450		(4.7	)%
Cie de Saint-Gobain SA		388		35,386		(3.9	)


				78,836

Germany
adidas AG		855		226,564		(24.8	)


United Kingdom
AstraZeneca PLC		598		93,160		(10.2	)
Barclays PLC		60,365		181,372		(19.9	)


8		2 0 2 4 B L A C K R O C K S E M I - A N N U A L F I N A N C I A L S T A T E M E N T S A N D A D D I T I O N A L I N F O R M A T I O N

Schedule of Investments (unaudited) (continued)

September 30, 2024

BlackRock Global Equity Absolute Return Fund



	Shares		Value			% of Basket Value

United Kingdom (continued)
RELX PLC		1,055	$	49,813			(5.5	)%
St. James’s Place PLC		14,511		142,557			(15.6	)

				466,902


Total Reference Entity — Long			772,302


Reference Entity — Short

Common Stocks

Finland
Amer Sports, Inc.		6,163		(98,300	)		10.7


Germany
Dr. Ing hc F Porsche AG, Preference Shares, NVS		953		(76,158	)		8.3
Fresenius Medical Care AG		2,759		(117,235	)		12.9
Siemens AG, Registered Shares		263		(53,207	)		5.8

				(246,600	)


India
Infosys Ltd., ADR		1,557		(34,674	)		3.8


Japan
Aozora Bank Ltd.		4,200		(78,493	)		8.6
Freee KK		6,200		(105,392	)		11.6
Nissan Motor Co. Ltd.		17,600		(49,995	)		5.5
SoftBank Corp.		80,000		(104,447	)		11.4


				(338,327	)



	Shares		Value			% of Basket Value

Sweden
Evolution AB		796	$	(78,289	)		8.6	%


Taiwan
Mega Financial Holding Co. Ltd.		58,710		(72,882	)		8.0


United Kingdom
BT Group PLC		79,107		(156,795	)		17.2


United States
AT&T Inc.		5,963		(131,186	)		14.4
J. M. Smucker Co. (The)		628		(76,051	)		8.3
Lam Research Corp.		118		(96,297	)		10.5
Omnicom Group, Inc.		2,213		(228,802	)		25.1
ResMed, Inc.		518		(126,454	)		13.9


				(658,790	)


Total Reference Entity — Short				(1,684,657	)


Net Value of Reference Entity — Morgan Stanley & Co. International PLC			$	(912,355	)

Balances Reported in the Statement of Assets and Liabilities for OTC Swaps


	Swap Premiums Paid		Swap Premiums Received		Unrealized Appreciation		Unrealized Depreciation
OTC Swaps	$	—	$	—	$	—	$	(117,899	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statement of Assets and Liabilities were as follows:


	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Forward foreign currency exchange contracts
Unrealized appreciation on forward foreign currency exchange contracts	$	—	$	—	$	—	$	20,831	$	—	$	—	$	20,831

Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts^(a)	$	—	$	—	$	30,485	$	—	$	—	$	—	$	30,485
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		—		3,812		—		—		3,812
Swaps — OTC
Unrealized depreciation on OTC swaps;
Swap premiums received		—		—		117,899		—		—		—		117,899

	$	—	$	—	$	148,384	$	3,812	$	—	$	—	$	152,196

^(a)

Net cumulative unrealized appreciation (depreciation) on futures contracts, if any, are reported in the Schedule of Investments. In the Statement of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).


S C H E D U L E O F I N V E S T M E N T S		9

Schedule of Investments (unaudited) (continued)

September 30, 2024

BlackRock Global Equity Absolute Return Fund

For the period ended September 30, 2024, the effect of derivative financial instruments in the Statement of Operations was as follows:


	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts		Other Contracts		Total

Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(87,548	)	$	—		$	—	$	—	$ (87,548)
Forward foreign currency exchange contracts		—		—		—			13,181			—		—	13,181
Swaps		—		—		(318,116	)		—			—		—	(318,116)

	$	—	$	—	$	(405,664	)	$	13,181		$	—	$	—	$ (392,483)

Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	26,498		$	—		$	—	$	—	$26,498
Forward foreign currency exchange contracts		—		—		—			(54,472	)		—		—	(54,472)
Swaps		—		—		(74,688	)		—			—		—	(74,688)

	$	—	$	—	$	(48,190	)	$	(54,472	)	$	—	$	—	$ (102,662)

Average Quarterly Balances of Outstanding Derivative Financial Instruments



Futures contracts
Average notional value of contracts — short	$	2,156,992
Forward foreign currency exchange contracts
Average amounts purchased — in USD	$	3,993,385
Average amounts sold — in USD		$83,342
Total return swaps
Average notional amount	$	4,435,019

For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

Derivative Financial Instruments – Offsetting as of Period End

The Fund’s derivative assets and liabilities (by type) were as follows:


	Assets			Liabilities

Derivative Financial Instruments
Futures contracts	$	10,909		$	3,450
Forward foreign currency exchange contracts		20,831			3,812
Swaps — OTC^(a)		—			117,899

Total derivative assets and liabilities in the Statement of Assets and Liabilities	$	31,740		$	125,161

Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		(10,909	)		(3,450	)

Total derivative assets and liabilities subject to an MNA	$	20,831		$	121,711


^(a) Includes unrealized appreciation (depreciation) on OTC swaps and swap premiums paid/(received) in the Statement of Assets and Liabilities.


10		2 0 2 4 B L A C K R O C K S E M I - A N N U A L F I N A N C I A L S T A T E M E N T S A N D A D D I T I O N A L I N F O R M A T I O N

Schedule of Investments (unaudited) (continued)

September 30, 2024

BlackRock Global Equity Absolute Return Fund

The following tables present the Fund’s derivative assets and liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral received and pledged by the Fund:


Counterparty	Derivative Assets Subject to an MNA by Counterparty		Derivatives Available for Offset^(a)		Non- Cash Collateral Received^(b)		Cash Collateral Received^(b)		Net Amount of Derivative Assets^(c)(d)
State Street Bank and Trust Co	$	20,831	$	—	$	—	$	—	$ 20,831


Counterparty	Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset^(a)		Non- Cash Collateral Pledged^(b)		Cash Collateral Pledged^(b)		Net Amount of Derivative Liabilities^(d)(e)
Bank of New York Mellon	$	2,938	$	—	$	—	$	—	$ 2,938
Barclays Bank PLC		345		—		—		—	345
Citibank N.A.		10,212		—		—		—	10,212
Goldman Sachs Bank USA		28,757		—		—		—	28,757
HSBC Bank PLC		77,740		—		—		—	77,740
Morgan Stanley & Co. International PLC		1,719		—		—		—	1,719

	$	121,711	$	—	$	—	$	—	$ 121,711

^(a)

The amount of derivatives available for offset is limited to the amount of derivative assets and/or liabilities that are subject to an MNA.

^(b)

Excess of collateral received/pledged, if any, from the individual counterparty is not shown for financial reporting purposes.

^(c)

Net amount represents the net amount receivable from the counterparty in the event of default.

^(d)

Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(e)

Net amount represents the net amount payable due to the counterparty in the event of default.

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of financial instruments at the measurement date. For a description of the input levels and information about the Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.


	Level 1		Level 2		Level 3		Total

Assets
Investments
Long-Term Investments
Common Stocks
Brazil	$	168,959	$	—	$	—	$ 168,959
Canada		759,341		—		—	759,341
China		—		417,037		—	417,037
Denmark		—		301,036		—	301,036
France		—		315,953		—	315,953
Germany		—		572,707		—	572,707
Italy		—		358,182		—	358,182
Japan		—		776,067		—	776,067
Netherlands		—		158,054		—	158,054
Switzerland		182,860		—		—	182,860
Taiwan		—		211,079		—	211,079
United States		5,081,283		—		—	5,081,283
Short-Term Securities
Money Market Funds		1,013,678		—		—	1,013,678

	$	7,206,121	$	3,110,115	$	—	$ 10,316,236


Derivative Financial Instruments^(a)
Assets
Foreign Currency Exchange Contracts	$	—	$	20,831	$	—	$ 20,831


S C H E D U L E O F I N V E S T M E N T S		11

Schedule of Investments (unaudited) (continued)

September 30, 2024

BlackRock Global Equity Absolute Return Fund

Fair Value Hierarchy as of Period End (continued)


	Level 1			Level 2			Level 3		Total
Liabilities
Equity Contracts	$	(30,485	)	$	(117,899	)	$	—	$	(148,384	)
Foreign Currency Exchange Contracts		—			(3,812	)		—		(3,812	)

	$	(30,485	)	$	(100,880	)	$	—	$	(131,365	)

^(a)

Derivative financial instruments are swaps, futures contracts and forward foreign currency exchange contracts. Swaps, futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.


12		2 0 2 4 B L A C K R O C K S E M I - A N N U A L F I N A N C I A L S T A T E M E N T S A N D A D D I T I O N A L I N F O R M A T I O N

Statement of Assets and Liabilities (unaudited)

September 30, 2024


	BlackRock Global Equity Absolute Return Fund

ASSETS
Investments, at value — unaffiliated^(a)	$	9,302,558
Investments, at value — affiliated^(b)		1,013,678
Cash pledged:
Futures contracts		105,000
Foreign currency, at value^(c)		2,149
Receivables:
Swaps		88,355
Dividends — unaffiliated		7,659
Dividends — affiliated		4,241
From the Manager		10,351
Variation margin on futures contracts		10,909
Unrealized appreciation on forward foreign currency exchange contracts		20,831
Prepaid expenses		15,839

Total assets		10,581,570


LIABILITIES
Payables:
Swaps		244,240
Administration fees		4
Trustees’ and Officer’s fees		3,619
Other accrued expenses		32,775
Other affiliate fees		47
Professional fees		37,918
Service fees		38
Variation margin on futures contracts		3,450
Unrealized depreciation on:
Forward foreign currency exchange contracts		3,812
OTC swaps		117,899

Total liabilities		443,802

Commitments and contingent liabilities

NET ASSETS	$	10,137,768


NET ASSETS CONSIST OF:
Paid-in capital	$	11,042,345
Accumulated loss		(904,577	)

NET ASSETS	$	10,137,768


^(a)Investments, at cost — unaffiliated	$	7,690,052
^(b)Investments, at cost — affiliated	$	1,013,678
^(c)Foreign currency, at cost	$	2,144


S T A T E M E N T O F A S S E T S A N D L I A B I L I T I E S		13

Statement of Assets and Liabilities (unaudited) (continued)

September 30, 2024


	BlackRock Global Equity Absolute Return Fund
NET ASSET VALUE

Institutional
Net assets	$	221,535

Shares outstanding		24,873

Net asset value	$	8.91

Shares authorized		Unlimited

Par value	$	0.001


Investor A
Net assets	$	188,379

Shares outstanding		21,210

Net asset value	$	8.88

Shares authorized		Unlimited

Par value	$	0.001


Class K
Net assets	$	9,727,854

Shares outstanding		1,091,655

Net asset value	$	8.91

Shares authorized		Unlimited

Par value	$	0.001

See notes to financial statements.


14		2 0 2 4 B L A C K R O C K S E M I - A N N U A L F I N A N C I A L S T A T E M E N T S A N D A D D I T I O N A L I N F O R M A T I O N

Statement of Operations (unaudited)

Six Months Ended September 30, 2024


	BlackRock Global Equity Absolute Return Fund

INVESTMENT INCOME
Dividends — unaffiliated	$	54,712
Dividends — affiliated		25,678
Securities lending income — affiliated — net		8
Foreign taxes withheld		(5,894	)

Total investment income		74,504


EXPENSES
Investment advisory		94,905
Professional		82,261
Registration		25,987
Printing and postage		19,535
Accounting services		18,579
Custodian		6,947
Trustees and Officer		3,280
Administration		2,180
Administration — class specific		1,026
Service — class specific		223
Transfer agent — class specific		115
Miscellaneous		6,443

Total expenses excluding interest expense		261,481
Interest expense		54

Total expenses		261,535
Less:
Administration fees waived		(2,180	)
Administration fees waived by the Manager — class specific		(994	)
Fees waived and/or reimbursed by the Manager		(165,540	)
Transfer agent fees waived and/or reimbursed by the Manager — class specific		(53	)

Total expenses after fees waived and/or reimbursed		92,768

Net investment loss		(18,264	)


REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated		708,091
Investments — affiliated		24
Futures contracts		(87,548	)
Forward foreign currency exchange contracts		13,181
Foreign currency transactions		3,769
Swaps		(318,116	)

	$	319,401

Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		(151,066	)
Futures contracts		26,498
Forward foreign currency exchange contracts		(54,472	)
Foreign currency translations		(1,003	)
Swaps		(74,688	)

		(254,731	)

Net realized and unrealized gain		64,670

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	46,406

See notes to financial statements.


S T A T E M E N T O F O P E R A T I O N S		15

Statements of Changes in Net Assets


	BlackRock Global Equity Absolute Return Fund
	Six Months Ended 09/30/24 (unaudited)			Year Ended 03/31/24

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)	$	(18,264	)	$	10,025
Net realized gain (loss)		319,401			(1,205,882	)
Net change in unrealized appreciation (depreciation)		(254,731	)		2,189,627

Net increase in net assets resulting from operations		46,406			993,770


DISTRIBUTIONS TO SHAREHOLDERS^(a)
Institutional		—			(3,110	)
Investor A		—			(1,730	)
Class K		—			(140,815	)

Decrease in net assets resulting from distributions to shareholders		—			(145,655	)


CAPITAL SHARE TRANSACTIONS

Net increase in net assets derived from capital share transactions		22,658			65,885


NET ASSETS
Total increase in net assets		69,064			914,000
Beginning of period		10,068,704			9,154,704

End of period	$	10,137,768		$	10,068,704

^(a)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.


16		2 0 2 4 B L A C K R O C K S E M I - A N N U A L F I N A N C I A L S T A T E M E N T S A N D A D D I T I O N A L I N F O R M A T I O N

Financial Highlights

(For a share outstanding throughout each period)


	BlackRock Global Equity Absolute Return Fund

	Institutional

		Six Months Ended 09/30/24 (unaudited)			Year Ended 03/31/24			Year Ended 03/31/23			Period from 12/21/21 to 03/31/22	^(a)

Net asset value, beginning of period	$	8.87		$	8.12		$	9.18		$	10.00

Net investment income (loss)^(b)		(0.02	)		0.01			(0.01	)		(0.03	)
Net realized and unrealized gain (loss)		0.06			0.87			(0.15	)		(0.79	)

Net increase (decrease) from investment operations		0.04			0.88			(0.16	)		(0.82	)

Distributions from net investment income^(c)		—			(0.13	)		(0.90	)		—


Net asset value, end of period	$	8.91		$	8.87		$	8.12		$	9.18


Total Return^(d)
Based on net asset value		0.45	%^(e)		10.88	%		(1.51	)%		(8.20	)%^(e)


Ratios to Average Net Assets^(f)
Total expenses		5.14	%^(g)		5.61	%		7.44	%		4.00	%^(g)(h)

Total expenses after fees waived and/or reimbursed		1.85	%^(g)		1.88	%		1.95	%		1.95	%^(g)

Total expenses after fees waived and/or reimbursed and excluding interest expense		1.85	%^(g)		1.87	%		1.95	%		1.95	%^(g)

Net investment income (loss)		(0.40	)%^(g)		0.06	%		(0.15	)%		(1.01	)%^(g)


Supplemental Data
Net assets, end of period (000)	$	222		$	221		$	200		$	92

Portfolio turnover rate⁽ⁱ⁾		36	%		84	%		101	%		29	%

^(a)	Commencement of operations.

^(b)	Based on average shares outstanding.

^(c)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)	Where applicable, assumes the reinvestment of distributions.

^(e)	Not annualized.

^(f)	Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)	Annualized.

^(h)	Audit, offering, organization and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 6.91%

⁽ⁱ⁾	Excludes underlying investments in total return swaps.

See notes to financial statements.


F I N A N C I A L H I G H L I G H T S		17

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Global Equity Absolute Return Fund (continued)

	Investor A

		Six Months Ended 09/30/24 (unaudited)			Year Ended 03/31/24			Year Ended 03/31/23			Period from 12/21/21 to 03/31/22	^(a)

Net asset value, beginning of period	$	8.85		$	8.11		$	9.18		$	10.00

Net investment loss^(b)		(0.03	)		(0.04	)		(0.04	)		(0.03	)
Net realized and unrealized gain (loss)		0.06			0.90			(0.15	)		(0.79	)

Net increase (decrease) from investment operations		0.03			0.86			(0.19	)		(0.82	)

Distributions from net investment income^(c)		—			(0.12	)		(0.88	)		—


Net asset value, end of period	$	8.88		$	8.85		$	8.11		$	9.18


Total Return^(d)
Based on net asset value		0.34	%^(e)		10.63	%		(1.89	)%		(8.20	)%^(e)


Ratios to Average Net Assets^(f)
Total expenses		5.36	%^(g)		5.85	%		7.69	%		4.25	%^(g)(h)

Total expenses after fees waived and/or reimbursed		2.10	%^(g)		2.11	%		2.19	%		2.20	%^(g)

Total expenses after fees waived and/or reimbursed and excluding interest expense		2.10	%^(g)		2.10	%		2.19	%		2.20	%^(g)

Net investment loss		(0.64	)%^(g)		(0.41	)%		(0.44	)%		(1.26	)%^(g)


Supplemental Data
Net assets, end of period (000)	$	188		$	165		$	90		$	92

Portfolio turnover rate⁽ⁱ⁾		36	%		84	%		101	%		29	%

^(a)	Commencement of operations.

^(b)	Based on average shares outstanding.

^(c)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)	Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

^(e)	Not annualized.

^(f)	Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)	Annualized.

^(h)	Audit, offering, organization and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 7.16%.

⁽ⁱ⁾	Excludes underlying investments in total return swaps.

See notes to financial statements.


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Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Global Equity Absolute Return Fund (continued)

	Class K

		Six Months Ended 09/30/24 (unaudited)			Year Ended 03/31/24			Year Ended 03/31/23			Period from 12/21/21 to 03/31/22	^(a)

Net asset value, beginning of period	$	8.87		$	8.12		$	9.18		$	10.00

Net investment income (loss)^(b)		(0.02	)		0.01			(0.01	)		(0.02	)
Net realized and unrealized gain (loss)		0.06			0.87			(0.14	)		(0.80	)

Net increase (decrease) from investment operations		0.04			0.88			(0.15	)		(0.82	)

Distributions from net investment income^(c)		—			(0.13	)		(0.91	)		—


Net asset value, end of period	$	8.91		$	8.87		$	8.12		$	9.18


Total Return^(d)
Based on net asset value		0.45	%^(e)		10.92	%		(1.47	)%		(8.20	)%^(e)


Ratios to Average Net Assets^(f)
Total expenses		5.09	%^(g)		5.50	%		7.20	%		3.62	%^(g)(h)

Total expenses after fees waived and/or reimbursed		1.80	%^(g)		1.84	%		1.90	%		1.90	%^(g)

Total expenses after fees waived and/or reimbursed and excluding interest expense		1.80	%^(g)		1.82	%		1.90	%		1.90	%^(g)

Net investment income (loss)		(0.35	)%^(g)		0.11	%		(0.15	)%		(0.96	)%^(g)


Supplemental Data
Net assets, end of period (000)	$	9,728		$	9,683		$	8,864		$	8,999

Portfolio turnover rate⁽ⁱ⁾		36	%		84	%		101	%		29	%

^(a)	Commencement of operations.

^(b)	Based on average shares outstanding.

^(c)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)	Where applicable, assumes the reinvestment of distributions.

^(e)	Not annualized.

^(f)	Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)	Annualized.

^(h)	Audit, offering, organization and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 6.53%.

⁽ⁱ⁾	Excludes underlying investments in total return swaps.

See notes to financial statements.


F I N A N C I A L H I G H L I G H T S		19

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

BlackRock Funds^SM (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust is organized as a Massachusetts business trust. BlackRock Global Equity Absolute Return Fund (the “Fund”) is a series of the Trust. The Fund is classified as non-diversified.

The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional and Class K Shares are sold only to certain eligible investors. Investor A Shares bear certain expenses related to shareholder servicing of such shares. Investor A Shares are generally available through financial intermediaries. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures.


Share Class	Initial Sales Charge		CDSC			Conversion Privilege
Institutional and Class K Shares		No		No		None
Investor A Shares		Yes		No	^(a)	None

^(a)

Investor A Shares may be subject to a contingent deferred sales charge (“CDSC”) for certain redemptions where no initial sales charge was paid at the time of purchase.

The Fund, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, is included in a complex of funds referred to as the BlackRock Multi-Asset Complex.

2.	SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Fund is informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Foreign Currency Translation: The Fund’s books and records are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates determined as of the close of trading on the New York Stock Exchange (“NYSE”). Purchases and sales of investments are recorded at the rates of exchange prevailing on the respective dates of such transactions. Generally, when the U.S. dollar rises in value against a foreign currency, the investments denominated in that currency will lose value; the opposite effect occurs if the U.S. dollar falls in relative value.

The Fund does not isolate the effect of fluctuations in foreign exchange rates from the effect of fluctuations in the market prices of investments for financial reporting purposes. Accordingly, the effects of changes in exchange rates on investments are not segregated in the Statement of Operations from the effects of changes in market prices of those investments, but are included as a component of net realized and unrealized gain (loss) from investments. The Fund reports realized currency gains (losses) on foreign currency related transactions as components of net realized gain (loss) for financial reporting purposes, whereas such components are generally treated as ordinary income for U.S. federal income tax purposes.

Foreign Taxes: The Fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the Fund invests. These foreign taxes, if any, are paid by the Fund and are reflected in its Statement of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “Foreign taxes withheld”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of September 30, 2024, if any, are disclosed in the Statement of Assets and Liabilities.

The Fund files withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. The Fund may record a reclaim receivable based on collectability, which includes factors such as the jurisdiction’s applicable laws, payment history and market convention. The Statement of Operations includes tax reclaims recorded as well as professional and other fees, if any, associated with recovery of foreign withholding taxes.

Bank Overdraft: The Fund had outstanding cash disbursements exceeding deposited cash amounts at the custodian during the reporting period. The Fund is obligated to repay the custodian for any overdraft, including any related costs or expenses, where applicable. For financial reporting purposes, overdraft fees, if any, are included in interest expense in the Statement of Operations.

Collateralization: If required by an exchange or counterparty agreement, the Fund may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.


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Notes to Financial Statements (unaudited) (continued)

Distributions: Distributions paid by the Fund are recorded on the ex-dividend dates. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.

Indemnifications: In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnification. The Fund’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Fund, which cannot be predicted with any certainty.

Other: Expenses directly related to the Fund or its classes are charged to the Fund or the applicable class. Expenses directly related to the Fund and other shared expenses prorated to the Fund are allocated daily to each class based on its relative net assets or other appropriate methods. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

The Fund has an arrangement with its custodian whereby credits are earned on uninvested cash balances. For financial reporting purposes, custodian credits, if any, are included in interest income in the Statement of Operations.

3.	INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: The Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Fund is open for business and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Board of Trustees of the Trust (the “Board”) has approved the designation of the Fund’s Manager as the valuation designee for the Fund. The Fund determines the fair values of its financial instruments using various independent dealers or pricing services under the Manager’s policies. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with the Manager’s policies and procedures as reflecting fair value. The Manager has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of the Fund’s assets and liabilities:

•

Equity investments traded on a recognized securities exchange are valued at that day’s official closing price, as applicable, on the exchange where the stock is primarily traded. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last trade or last available bid (long positions) or ask (short positions) price.

•

Investments in open-end U.S. mutual funds (including money market funds) are valued at that day’s net asset value (“NAV”).

•

Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded.

•

Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are determined as of the close of trading on the NYSE based on that day’s prevailing forward exchange rate for the underlying currencies.

•

Interest rate, credit default, inflation and currency swap agreements are valued utilizing quotes received daily by independent pricing services or through brokers, which are derived using daily swap curves and models that incorporate market data and discounted cash flows. Total return swap agreements are valued utilizing quotes received daily by independent pricing services or through brokers, which are derived using models that incorporate market trades and fair value of the underlying reference instruments.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Each business day, the Fund uses current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which occurs after the close of the local markets.

If events (e.g., market volatility, company announcement or a natural disaster) occur that are expected to materially affect the value of such investment, or in the event that application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Valuation Committee in accordance with the Manager’s policies and procedures as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Valuation Committee include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Valuation Committee seeks to determine the price that the Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant and consistent with the principles of fair value measurement as of the measurement date.

Fair Value Hierarchy: Various inputs are used in determining the fair value of financial instruments at the measurement date. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial reporting purposes as follows:

•

Level 1 – Unadjusted price quotations in active markets/exchanges that the Fund has the ability to access for identical assets or liabilities;

•

Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly; and

•

Level 3 – Inputs that are unobservable and significant to the entire fair value measurement for the asset or liability (including the Valuation Committee’s assumptions used in determining the fair value of financial instruments).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable


N O T E S T O F I N A N C I A L S T A T E M E N T S		21

Notes to Financial Statements (unaudited) (continued)

inputs used by the Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by privately held companies or funds that may not have a secondary market and/or may have a limited number of investors. The categorization of a value determined for financial instruments is based on the pricing transparency of the financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

4.	SECURITIES AND OTHER INVESTMENTS

Securities Lending: The Fund may lend its securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Fund collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by the Fund is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral returned by the Fund, on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities, but does not receive interest income on securities received as collateral. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Schedule of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Fund, except in the event of borrower default. The securities on loan, if any, are disclosed in the Fund’s Schedule of Investments. The market value of any securities on loan and the value of related collateral, if any, are shown separately in the Statement of Assets and Liabilities as a component of investments at value – unaffiliated and collateral on securities loaned, respectively.

Securities lending transactions are entered into by the Fund under Master Securities Lending Agreements (each, an “MSLA”), which provide the right, in the event of default (including bankruptcy or insolvency), for the non-defaulting party to liquidate the collateral and calculate a net exposure to the defaulting party or request additional collateral. In the event that a borrower defaults, the Fund, as lender, would offset the market value of the collateral received against the market value of the securities loaned. When the value of the collateral is greater than that of the market value of the securities loaned, the lender is left with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of an MSLA counterparty’s bankruptcy or insolvency. Under the MSLA, absent an event of default, the borrower can resell or re-pledge the loaned securities, and the Fund can reinvest cash collateral received in connection with loaned securities. Upon an event of default, the parties’ obligations to return the securities or collateral to the other party are extinguished, and the parties can resell or re-pledge the loaned securities or the collateral received in connection with the loaned securities in order to satisfy the defaulting party’s net payment obligation for all transactions under the MSLA. The defaulting party remains liable for any deficiency.

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Fund benefits from a borrower default indemnity provided by BIM. BIM’s indemnity allows for full replacement of the securities loaned to the extent the collateral received does not cover the value on the securities loaned in the event of borrower default. The Fund could incur a loss if the value of an investment purchased with cash collateral falls below the market value of the loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received. Such losses are borne entirely by the Fund.

5.	DERIVATIVE FINANCIAL INSTRUMENTS

The Fund engages in various portfolio investment strategies using derivative contracts both to increase the returns of the Fund and/or to manage its exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedule of Investments. These contracts may be transacted on an exchange or over-the-counter (“OTC”).

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are exchange-traded agreements between the Fund and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Fund is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statement of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedule of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statement of Assets and Liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statement of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.

Forward Foreign Currency Exchange Contracts: Forward foreign currency exchange contracts are entered into to gain or reduce exposure to foreign currencies (foreign currency exchange rate risk).


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Notes to Financial Statements (unaudited) (continued)

A forward foreign currency exchange contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a specified date. These contracts help to manage the overall exposure to the currencies in which some of the investments held by the Fund are denominated and in some cases, may be used to obtain exposure to a particular market. The contracts are traded OTC and not on an organized exchange.

The contract is marked-to-market daily and the change in market value is recorded as unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. When a contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the value at the time it was opened and the value at the time it was closed. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The use of forward foreign currency exchange contracts involves the risk that the value of a forward foreign currency exchange contract changes unfavorably due to movements in the value of the referenced foreign currencies, and such value may exceed the amount(s) reflected in the Statement of Assets and Liabilities. Cash amounts pledged for forward foreign currency exchange contracts are considered restricted and are included in cash pledged as collateral for OTC derivatives in the Statement of Assets and Liabilities. The Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund.

Swaps: Swap contracts are entered into to manage exposure to issuers, markets and securities. Such contracts are agreements between the Fund and a counterparty to make periodic net payments on a specified notional amount or a net payment upon termination. Swap agreements are privately negotiated in the OTC market and may be entered into as a bilateral contract (“OTC swaps”) or centrally cleared (“centrally cleared swaps”).

For OTC swaps, any upfront premiums paid and any upfront fees received are shown as swap premiums paid and swap premiums received, respectively, in the Statement of Assets and Liabilities and amortized over the term of the contract. The daily fluctuation in market value is recorded as unrealized appreciation (depreciation) on OTC swaps in the Statement of Assets and Liabilities. Payments received or paid are recorded in the Statement of Operations as realized gains or losses, respectively. When an OTC swap is terminated, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund’s basis in the contract, if any. Generally, the basis of the contract is the premium received or paid.

•

Total return swaps — Total return swaps are entered into to obtain exposure to a security or market without owning such security or investing directly in such market or to exchange the risk/return of one security or market (e.g., fixed-income) with another security or market (e.g., equity or commodity prices) (equity risk, commodity price risk and/or interest rate risk).

Total return swaps are agreements in which there is an exchange of cash flows whereby one party commits to make payments based on the total return (distributions plus capital gains/losses) of an underlying instrument, or basket of underlying instruments, in exchange for fixed or floating rate interest payments. If the total return of the instrument(s) or index underlying the transaction exceeds or falls short of the offsetting fixed or floating interest rate obligation, the Fund receives payment from or makes a payment to the counterparty.

Certain total return swaps are designed to function as a portfolio of direct investments in long and short equity positions. This means that the Fund has the ability to trade in and out of these long and short positions within the swap and will receive the economic benefits and risks equivalent to direct investment in these positions, subject to certain adjustments due to events related to the counterparty. Benefits and risks include capital appreciation (depreciation), corporate actions and dividends received and paid, all of which are reflected in the swap’s market value. The market value also includes interest charges and credits (“financing fees”) related to the notional values of the long and short positions and cash balances within the swap. These interest charges and credits are based on a specified benchmark rate plus or minus a specified spread determined based upon the country and/or currency of the positions in the portfolio.

Positions within the swap and financing fees are reset periodically. During a reset, any unrealized appreciation (depreciation) on positions and accrued financing fees become available for cash settlement between the Fund and the counterparty. The amounts that are available for cash settlement are recorded as realized gains or losses in the Statement of Operations. Cash settlement in and out of the swap may occur at a reset date or any other date, at the discretion of the Fund and the counterparty, over the life of the agreement. Certain swaps have no stated expiration and can be terminated by either party at any time.

Swap transactions involve, to varying degrees, elements of interest rate, credit and market risks in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in interest rates and/or market values associated with these transactions.

Master Netting Arrangements: In order to define its contractual rights and to secure rights that will help it mitigate its counterparty risk, the Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a counterparty that governs certain OTC derivatives and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

Collateral Requirements: For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund and the counterparty.

Cash collateral that has been pledged to cover obligations of the Fund and cash collateral received from the counterparty, if any, is reported separately in the Statement of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by the Fund, if any, is noted in the Schedule of Investments. Generally, the amount of collateral due from or to a counterparty is subject to a certain minimum transfer amount threshold before a transfer is required, which is determined at the close of business of the Fund. Any additional required collateral is delivered to/pledged by the Fund on the next business day. Typically, the counterparty is not permitted to sell, re-pledge or use cash and non-cash collateral it receives. The Fund generally agrees not to use non-cash collateral that it receives but may, absent default


N O T E S T O F I N A N C I A L S T A T E M E N T S		23

Notes to Financial Statements (unaudited) (continued)

or certain other circumstances defined in the underlying ISDA Master Agreement, be permitted to use cash collateral received. In such cases, interest may be paid pursuant to the collateral arrangement with the counterparty. To the extent amounts due to the Fund from the counterparties are not fully collateralized, the Fund bears the risk of loss from counterparty non-performance. Likewise, to the extent the Fund has delivered collateral to a counterparty and stands ready to perform under the terms of its agreement with such counterparty, the Fund bears the risk of loss from a counterparty in the amount of the value of the collateral in the event the counterparty fails to return such collateral. Based on the terms of agreements, collateral may not be required for all derivative contracts.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements, if any, in the Statement of Assets and Liabilities.

6.	INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Advisory: The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement with the Manager, the Fund’s investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide investment advisory services. The Manager is responsible for the management of the Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Fund.

For such services, the Fund pays the Manager a monthly fee at an annual rate equal to the following percentages of the average daily value of the Fund’s net assets:


Average Daily Net Assets	Investment Advisory Fees
First $1 billion		1.85	%
$1 billion - $3 billion		1.74
$3 billion - $5 billion		1.67
$5 billion - $10 billion		1.61
Greater than $10 billion		1.57

The Manager entered into a sub-advisory agreement with BlackRock International Limited (“BIL”), an affiliate of the Manager. The Manager pays BIL for services it provides for that portion of the Fund for which BIL acts as Sub-Adviser, a monthly fee that is equal to a percentage of the investment advisory fees paid by the Fund to the Manager.

Service and Distribution Fees: The Trust, on behalf of the Fund, entered into a Distribution Agreement and a Distribution and Service Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager. Pursuant to the Distribution and Service Plan and in accordance with Rule 12b-1 under the 1940 Act, the Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of the Fund as follows:


Share Class	Service Fees			Distribution Fees
Investor A		0.25	%		N/A

BRIL and broker-dealers, pursuant to sub-agreements with BRIL, provide shareholder servicing and distribution services to the Fund. The ongoing service and/or distribution fee compensates BRIL and each broker-dealer for providing shareholder servicing and/or distribution related services to shareholders.

For the six months ended September 30, 2024, the following table shows the class specific service and distribution fees borne directly by each share class of the Fund:


	Investor A
Service — class specific	$	223

Administration: The Trust, on behalf of the Fund, entered into an Administration Agreement with the Manager, an indirect, wholly-owned subsidiary of BlackRock, to provide administrative services. For these services, the Manager receives an administration fee computed daily and payable monthly, based on a percentage of the average daily net assets of the Fund. The administration fee, which is shown as administration in the Statement of Operations, is paid at the annual rates below.


Average Daily Net Assets	Administration Fees
First $500 million		0.0425	%
$500 million - $1 billion		0.0400
$1 billion - $2 billion		0.0375
$2 billion - $4 billion		0.0350
$4 billion - $13 billion		0.0325
Greater than $13 billion		0.0300

In addition, the Manager charges each of the share classes an administration fee, which is shown as administration — class specific in the Statement of Operations, at an annual rate of 0.02% of the average daily net assets of each respective class.

For the six months ended September 30, 2024, the Fund paid the following to the Manager in return for these services, which are included in administration and administration — class specific in the Statement of Operations:


	Institutional		Investor A		Class K		Total
Administration — class specific	$	22	$	18	$	986	$	1,026


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Notes to Financial Statements (unaudited) (continued)

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Fund with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to servicing of underlying investor accounts. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets. For the six months ended September 30, 2024, the Fund did not pay any amounts to affiliates in return for these services.

For the six months ended September 30, 2024, the following table shows the class specific transfer agent fees borne directly by each share class of the Fund:


	Institutional		Investor A		Class K		Total
Transfer agent — class specific	$	51	$	26	$	38	$	115

Other Fees: For the six months ended September 30, 2024, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor A Shares for a total of $4.

Expense Limitations, Waivers, Reimbursements and Recoupments: The Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees the Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2026. The contractual agreement may be terminated upon 90 days’ notice by a majority of the trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), or by a vote of a majority of the outstanding voting securities of the Fund. The amount of waivers and/or reimbursements of fees and expenses made pursuant to the expense limitation described below will be reduced by the amount of the affiliated money market fund waiver. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the six months ended September 30, 2024, the amount waived was $372.

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2026. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of the Fund. For the six months ended September 30, 2024, there were no fees waived by the Manager pursuant to this arrangement.

The Manager contractually agreed to waive and/or reimburse fees or expenses in order to limit expenses, excluding interest expense, dividend expense, tax expense, acquired fund fees and expenses, and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course of the Fund’s business (“expense limitation”). The expense limitations as a percentage of average daily net assets were as follows:


Institutional	Investor A			Class K
1.95%		2.20	%		1.90	%

The Manager has agreed not to reduce or discontinue the contractual expense limitations through June 30, 2026 unless approved by the Board, including a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of the Fund. For the six months ended September 30, 2024, the Manager waived and/or reimbursed investment advisory fees of $160,038, which is included in fees waived and/or reimbursed by the Manager in the Statement of Operations.

In addition, the Manager voluntarily agreed to waive and/or reimburse fees or expenses in order to limit expenses, excluding interest expense, dividend expense, tax expense, acquired fund fees and expenses, and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course of the Fund’s business (“expense limitation”). The expense limitations as a percentage of average daily net assets are as follows:


Institutional	Investor A			Class K
1.85%		2.10	%		1.80	%

For the six months ended September 30, 2024, the Manager waived and/or reimbursed investment advisory fees of $5,130, which is included in fees waived and/or reimbursed by the Manager in the Statement of Operations.

In addition, these amounts waived and/or reimbursed by the Manager are included in administration fees waived by the Manager — class specific and transfer agent fees waived and/or reimbursed by the Manager — class specific, respectively, in the Statement of Operations. For the six months ended September 30, 2024, class specific expense waivers and/or reimbursements were as follows:


	Institutional		Investor A		Class K		Total
Administration fees waived by the Manager — class specific	$	6	$	2	$	986	$ 994
Transfer agent fees waived and/or reimbursed by the Manager — class specific		16		—		37	53

The Fund also had a waiver of administration fees, which are included in Administration fees waived in the Statement of Operations. For the six months ended September 30, 2024, the amount was $2,180.

With respect to the contractual expense limitation, if during the Fund’s fiscal year the operating expenses of a share class, that at any time during the prior two fiscal years received a waiver and/or reimbursement from the Manager, are less than the current expense limitation for that share class, the Manager is entitled to be reimbursed by such share class up to the lesser of: (a) the amount of fees waived and/or expenses reimbursed during those prior two fiscal years under the agreement and (b) an amount not to exceed either the current expense limitation of that share class or the expense limitation of the share class in effect at the time that the share class received the applicable waiver and/or reimbursement, provided that:

(1)

the Fund, of which the share class is a part, has more than $50 million in assets for the fiscal year, and

(2)

the Manager or an affiliate continues to serve as the Fund’s investment adviser or administrator.


N O T E S T O F I N A N C I A L S T A T E M E N T S		25

Notes to Financial Statements (unaudited) (continued)

This repayment applies only to the contractual expense limitation on net expenses and does not apply to the contractual investment advisory fee waiver described above or any voluntary waivers that may be in effect from time to time. Effective December 21, 2028, the repayment arrangement between the Fund and the Manager pursuant to which the Fund may be required to repay amounts waived and/or reimbursed under the Fund’s contractual caps on net expenses will be terminated.

As of September 30, 2024, the fund level and class specific waivers and/or reimbursements subject to possible future recoupment under the expense limitation agreement were as follows:


	Expiring March 31,
Fund Level/Share Class	2025		2026		2027
Fund Level	$	467,452	$	340,260	$	162,218
Institutional		169		163		22
Investor A		194		23		2
Class K		1,923		2,002		1,023

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for the Fund, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Fund is responsible for fees in connection with the investment of cash collateral received for securities on loan (the “collateral investment fees”). The cash collateral is invested in a money market fund, BlackRock Cash Funds: Institutional, managed by the Manager or its affiliates. However, BIM has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Fund bear to an annual rate of 0.04%. The SL Agency Shares of such money market fund will not be subject to a sales load, redemption fee, distribution fee or service fee. The money market fund in which the cash collateral has been reinvested may impose a discretionary liquidity fee of up to 2% of the value redeemed, if such fee, is determined to be in the best interests of such money market fund.

Securities lending income is generally equal to the total of income earned from the reinvestment of cash collateral (and excludes collateral investment fees), and any fees or other payments to and from borrowers of securities. The Fund retains a portion of the securities lending income and remits the remaining portion to BIM as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, the Fund retains 82% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, the Fund, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 85% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

The share of securities lending income earned by the Fund is shown as securities lending income — affiliated — net in the Statement of Operations. For the six months ended September 30, 2024, the Fund paid BIM $2 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, the Fund may participate in a joint lending and borrowing facility for temporary purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the Fund’s investment policies and restrictions. The Fund is currently permitted to borrow and lend under the Interfund Lending Program.

A lending BlackRock fund may lend in aggregate up to 15% of its net assets but may not lend more than 5% of its net assets to any one borrowing fund through the Interfund Lending Program. A borrowing BlackRock fund may not borrow through the Interfund Lending Program or from any other source more than 33 1/3% of its total assets (or any lower threshold provided for by the fund’s investment restrictions). If a borrowing BlackRock fund’s total outstanding borrowings exceed 10% of its total assets, each of its outstanding interfund loans will be subject to collateralization of at least 102% of the outstanding principal value of the loan. All interfund loans are for temporary or emergency purposes and the interest rate to be charged will be the average of the highest current overnight repurchase agreement rate available to a lending fund and the bank loan rate, as calculated according to a formula established by the Board.

During the six months ended September 30, 2024, the Fund did not participate in the Interfund Lending Program.

Trustees and Officers: Certain trustees and/or officers of the Trust are directors and/or officers of BlackRock or its affiliates. The Fund reimburses the Manager for a portion of the compensation paid to the Trust’s Chief Compliance Officer, which is included in Trustees and Officer in the Statement of Operations.

7.	PURCHASES AND SALES

For the six months ended September 30, 2024, purchases and sales of investments, excluding short-term securities, were $3,357,611 and $4,736,274, respectively.

8.	INCOME TAX INFORMATION

It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required.


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Notes to Financial Statements (unaudited) (continued)

The Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Fund’s U.S. federal tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on the Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Fund as of September 30, 2024, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Fund’s financial statements. Management’s analysis is based on the tax laws and judicial and administrative interpretations thereof in effect as of date of these financial statements, all of which are subject to change, possibly with retroactive effect which may impact the Fund’s NAV.

As of March 31, 2024, the Fund had non-expiring capital loss carryforwards available to offset future realized capital gains and qualified late-year ordinary losses of $1,956,844 and $754,224.

As of September 30, 2024, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:


Fund Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
BlackRock Global Equity Absolute Return Fund	$	8,703,730	$	1,694,996	$	(213,855	)	$ 1,481,141

9.	BANK BORROWINGS

The Trust, on behalf of the Fund, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is party to a 364-day, $2.40 billion credit agreement with a group of lenders. Under this agreement, the Fund may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Fund, can borrow up to an aggregate commitment amount of $1.75 billion at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.10% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) Overnight Bank Funding Rate (“OBFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum, (b) the Fed Funds rate (but, in any event, not less than 0.00%) in effect from time to time plus 0.80% per annum on amounts borrowed or (c) the sum of (x) Daily Simple Secured Overnight Financing Rate (“SOFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.10% and (y) 0.80% per annum. The agreement expires in April 2025 unless extended or renewed. Prior to April 11, 2024, the aggregate commitment amount was $2.50 billion. These fees were allocated among such funds based upon portions of the aggregate commitment available to them and relative net assets of Participating Funds. During the six months ended September 30, 2024, the Fund did not borrow under the credit agreement.

10.	PRINCIPAL RISKS

In the normal course of business, the Fund invests in securities or other instruments and may enter into certain transactions, and such activities subject the Fund to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Fund and its investments. The Fund’s prospectus provides details of the risks to which the Fund is subject.

The Fund may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to discretionary liquidity fees under certain circumstances.

Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. The Fund may invest in illiquid investments. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Fund may experience difficulty in selling illiquid investments in a timely manner at the price that it believes the investments are worth. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause the Fund’s NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of the Fund may lose value, regardless of the individual results of the securities and other instruments in which the Fund invests. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.

Counterparty Credit Risk: The Fund may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions, including making timely interest and/or principal payments or otherwise honoring its obligations. The Fund manages counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Fund to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Fund’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statement of Assets and Liabilities, less any collateral held by the Fund.


N O T E S T O F I N A N C I A L S T A T E M E N T S		27


Notes to Financial Statements (unaudited) (continued)

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

Geographic/Asset Class Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within the Fund’s portfolio are disclosed in its Schedule of Investments.

The Fund invests a significant portion of its assets in securities of issuers located in the United States. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the United States may also have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the United States will continue to maintain elevated public debt levels for the foreseeable future which may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it could adversely affect issuers that rely on the United States for trade. The United States has also experienced increased internal unrest and discord. If these trends were to continue, they may have an adverse impact on the U.S. economy and the issuers in which the Fund invests.

Significant Shareholder Redemption Risk: Certain shareholders may own or manage a substantial amount of fund shares and/or hold their fund investments for a limited period of time. Large redemptions of fund shares by these shareholders may force a fund to sell portfolio securities, which may negatively impact the fund’s NAV, increase the fund’s brokerage costs, and/or accelerate the realization of taxable income/gains and cause the fund to make additional taxable distributions to shareholders.

11.	CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:


	Six Months Ended 09/30/24				Year Ended 03/31/24
Share Class	Shares		Amount		Shares		Amount

Institutional

Shares issued in reinvestment of distributions		—	$	—		204	$	1,706


Investor A

Shares sold		2,552	$	22,658		7,498	$	63,731

Shares issued in reinvestment of distributions		—		—		54		448


		2,552	$	22,658		7,552	$	64,179


		2,552	$	22,658		7,756	$	65,885

As of September 30, 2024, shares owned by BlackRock Financial Management, Inc., an affiliate of the Fund, were as follows:


Share Class

Institutional		11,135

Investor A		11,106

Class K		1,091,655

12.	SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.


28		2 0 2 4 B L A C K R O C K S E M I - A N N U A L F I N A N C I A L S T A T E M E N T S A N D A D D I T I O N A L I N F O R M A T I O N

Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement

The Board of Trustees (the “Board,” the members of which are referred to as “Board Members”) of BlackRock Funds (the “Trust”) met on April 16, 2024 (the “April Meeting”) and May 16-17, 2024 (the “May Meeting”) to consider the approval to continue the investment advisory agreement (the “Advisory Agreement”) between the Trust, on behalf of BlackRock Global Equity Absolute Return Fund (the “Fund”), and BlackRock Advisors, LLC (the “Manager”), the Fund’s investment advisor. The Board also considered the approval to continue the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and BlackRock International Limited (the “Sub-Advisor”) with respect to the Fund. The Manager and the Sub-Advisor are referred to herein as “BlackRock.” The Advisory Agreement and the Sub-Advisory Agreement are referred to herein as the “Agreements.”

The Approval Process

Consistent with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Board considers the approval of the continuation of the Agreements for the Fund on an annual basis. The Board members who are not “interested persons” of the Trust, as defined in the 1940 Act, are considered independent Board members (the “Independent Board Members”). The Board’s consideration entailed a year-long deliberative process during which the Board and its committees assessed BlackRock’s various services to the Fund, including through the review of written materials and oral presentations, and the review of additional information provided in response to requests from the Independent Board Members. The Board had four quarterly meetings per year, each of which extended over a two-day period, as well as additional ad hoc meetings and executive sessions throughout the year, as needed. The committees of the Board similarly met throughout the year. The Board also had an additional one-day meeting to consider specific information regarding the renewal of the Agreements. In considering the renewal of the Agreements, the Board assessed, among other things, the nature, extent and quality of the services provided to the Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management services; accounting oversight; administrative and shareholder services; oversight of the Fund’s service providers; risk management and oversight; and legal, regulatory and compliance services. Throughout the year, including during the contract renewal process, the Independent Board Members were advised by independent legal counsel, and met with independent legal counsel in various executive sessions outside of the presence of BlackRock’s management.

During the year, the Board, acting directly and through its committees, considered information that was relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to the Fund and its shareholders. BlackRock also furnished additional information to the Board in response to specific questions from the Board. Among the matters the Board considered were: (a) investment performance for one-year, three-year, five-year, and/or since inception periods, as applicable, against peer funds, relevant benchmarks, and other performance metrics, as applicable, as well as BlackRock senior management’s and portfolio managers’ investment performance analyses, and the reasons for any outperformance or underperformance relative to its peers, benchmarks, and other performance metrics, as applicable; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by the Fund for services; (c) Fund operating expenses and how BlackRock allocates expenses to the Fund; (d) the resources devoted to, risk oversight of, and compliance reports relating to, implementation of the Fund’s investment objective, policies and restrictions, and meeting regulatory requirements; (e) BlackRock’s and the Fund’s adherence to applicable compliance policies and procedures; (f) the nature, character and scope of non-investment management services provided by BlackRock and its affiliates and the estimated cost of such services, as available; (g) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (h) BlackRock’s implementation of the proxy voting policies approved by the Board; (i) the use of brokerage commissions and execution quality of portfolio transactions; (j) BlackRock’s implementation of the Fund’s valuation and liquidity procedures; (k) an analysis of management fees paid to BlackRock for products with similar investment mandates across the open-end fund, exchange-traded fund (“ETF”), closed-end fund, sub-advised mutual fund, separately managed account, collective investment trust, and institutional separate account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to the Fund; (l) BlackRock’s compensation methodology for its investment professionals and the incentives and accountability it creates, along with investment professionals’ investments in the fund(s) they manage; and (m) periodic updates on BlackRock’s business.

Prior to and in preparation for the April Meeting, the Board received and reviewed materials specifically relating to the renewal of the Agreements. The Independent Board Members continuously engaged in a process with their independent legal counsel and BlackRock to review the nature and scope of the information provided to the Board to better assist its deliberations. The materials provided in connection with the April Meeting included, among other things: (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), based on either a Lipper classification or Morningstar category, regarding the Fund’s fees and expenses as compared with a peer group of funds as determined by Broadridge (“Expense Peers”) and the investment performance of the Fund as compared with a peer group of funds (“Performance Peers”); (b) information on the composition of the Expense Peers and Performance Peers and a description of Broadridge’s methodology; (c) information on the estimated profits realized by BlackRock and its affiliates pursuant to the Agreements and a discussion of fall-out benefits to BlackRock and its affiliates; (d) a general analysis provided by BlackRock concerning investment management fees received in connection with other types of investment products, such as institutional accounts, sub-advised mutual funds, ETFs, closed-end funds, open-end funds, and separately managed accounts, under similar investment mandates, as well as the performance of such other products, as applicable; (e) a review of non-management fees; (f) the existence, impact and sharing of potential economies of scale, if any, with the Fund; (g) a summary of aggregate amounts paid by the Fund to BlackRock; (h) sales and redemption data regarding the Fund’s shares; and (i) various additional information requested by the Board as appropriate regarding BlackRock’s and the Fund’s operations.

At the April Meeting, the Board reviewed materials relating to its consideration of the Agreements and the Independent Board Members presented BlackRock with questions and requests for additional information. BlackRock responded to these questions and requests with additional written information in advance of the May Meeting, and such responses were reviewed by the Board Members.

At the May Meeting, the Board concluded its assessment of, among other things: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of the Fund as compared to its Performance Peers and to other metrics, as applicable; (c) the advisory fee and the estimated cost of the services and estimated profits realized by BlackRock and its affiliates from their relationship with the Fund; (d) the Fund’s fees and expenses compared to its Expense Peers; (e) the existence and sharing of potential economies of scale; (f) any fall-out benefits to BlackRock and its affiliates as a result of BlackRock’s relationship with the Fund; and (g) other factors deemed relevant by the Board Members.

The Board also considered other matters it deemed important to the approval process, such as other payments made to BlackRock or its affiliates relating to securities lending and cash management, and BlackRock’s services related to the valuation and pricing of Fund portfolio holdings. The Board noted the willingness of BlackRock’s personnel to engage in open, candid discussions with the Board. The Board evaluated the information available to it on a fund-by-fund basis. The following paragraphs provide more


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Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (continued)

information about some of the primary factors that were relevant to the Board’s decision. The Board Members did not identify any particular information, or any single factor as determinative, and each Board Member may have attributed different weights to the various items and factors considered.

A. Nature, Extent and Quality of the Services Provided by BlackRock

The Board, including the Independent Board Members, reviewed the nature, extent and quality of services provided by BlackRock, including the investment advisory services, and the resulting performance of the Fund. Throughout the year, the Board compared Fund performance to the performance of a comparable group of mutual funds, relevant benchmarks, and performance metrics, as applicable. The Board met with BlackRock’s senior management personnel responsible for investment activities, including the senior investment officers. The Board also reviewed the materials provided by the Fund’s portfolio management team discussing the Fund’s performance, investment strategies and outlook.

The Board considered, among other factors, with respect to BlackRock: the experience of the Fund’s portfolio management team; research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also considered BlackRock’s overall risk management program, including the continued efforts of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRock’s Risk & Quantitative Analysis Group. The Board engaged in a review of BlackRock’s compensation structure with respect to the Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.

In addition to investment advisory services, the Board considered the nature and quality of the administrative and other non-investment advisory services provided to the Fund. BlackRock and its affiliates provide the Fund with certain administrative, shareholder and other services (in addition to any such services provided to the Fund by third parties) and officers and other personnel as are necessary for the operations of the Fund. In particular, BlackRock and its affiliates provide the Fund with administrative services including, among others: (i) responsibility for disclosure documents, such as the prospectus, the summary prospectus (as applicable), the statement of additional information and periodic shareholder reports; (ii) oversight of daily accounting and pricing; (iii) responsibility for periodic filings with regulators; (iv) overseeing and coordinating the activities of third-party service providers including, among others, the Fund’s custodian, fund accountant, transfer agent, and auditor; (v) organizing Board meetings and preparing the materials for such Board meetings; (vi) providing legal and compliance support; (vii) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain open-end funds; and (viii) performing or managing administrative functions necessary for the operation of the Fund, such as tax reporting, expense management, fulfilling regulatory filing requirements, overseeing the Fund’s distribution partners, and shareholder call center and other services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, and legal and compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations. The Board considered the operation of BlackRock’s business continuity plans.

The Board noted that the engagement of the Sub-Advisor with respect to the Fund facilitates the provision of investment advice and trading by investment personnel out of non-U.S. jurisdictions. The Board considered that this arrangement provides additional flexibility to the portfolio management team, which may benefit the Fund and its shareholders.

B. The Investment Performance of the Fund

The Board, including the Independent Board Members, reviewed and considered the performance history of the Fund throughout the year and at the April Meeting. In preparation for the April Meeting, the Board was provided with reports independently prepared by Broadridge, which included an analysis of the Fund’s performance as of December 31, 2023, as compared to its Performance Peers. Broadridge ranks funds in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable. In connection with its review, the Board received and reviewed information regarding the investment performance of the Fund as compared to its Performance Peers and, in light of the Fund’s outcome-oriented investment objective, certain performance metrics (“Outcome-Oriented Performance Metrics”). The Board and its Performance Oversight Committee regularly review and meet with Fund management to discuss the performance of the Fund throughout the year.

In evaluating performance, the Board focused particular attention on funds with less favorable performance records. The Board also noted that while it found the data provided by Broadridge generally useful, it recognized the limitations of such data, including in particular, that notable differences may exist between a fund and its Performance Peers (for example, the investment objectives and strategies). Further, the Board recognized that the performance data reflects a snapshot of a period as of a particular date and that selecting a different performance period could produce significantly different results. The Board also acknowledged that long-term performance could be impacted by even one period of significant outperformance or underperformance, and that a single investment theme could have the ability to disproportionately affect long-term performance.

The Board reviewed and considered the Fund’s performance relative to the Fund’s Outcome-Oriented Performance Metrics including a total return target. The Board noted that for each of the one-year and since-inception periods reported, the Fund underperformed its total return target. The Board noted that BlackRock believes that the Outcome-Oriented Performance Metrics are an appropriate performance metric for the Fund, and that BlackRock has explained its rationale for this belief to the Board. The Board and BlackRock reviewed the Fund’s underperformance relative to its total return target during the applicable periods.

C. Consideration of the Advisory/Management Fees and the Estimated Cost of the Services and Estimated Profits Realized by BlackRock and its Affiliates from their Relationship with the Fund

The Board, including the Independent Board Members, reviewed the Fund’s contractual management fee rate compared with those of its Expense Peers. The contractual management fee rate represents a combination of the advisory fee and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared the Fund’s total expense ratio, as well as its actual management fee rate, to those of its Expense Peers. The total expense ratio represents a fund’s total net operating expenses, including any 12b-1 or non-12b-1 service fees. The total expense ratio gives effect to any expense reimbursements or fee waivers, and the actual management fee rate gives effect to any management fee reimbursements or waivers. The Board considered that the fee and expense information in the Broadridge report for the Fund reflected information for a specific period and that historical asset levels and expenses may differ from current levels, particularly in a period of market volatility. The


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Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (continued)

Board considered the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds (including mutual funds sponsored by third parties).

The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with an estimated profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Fund. The Board reviewed BlackRock’s estimated profitability with respect to the Fund and other funds the Board currently oversees for the year ended December 31, 2023 compared to available aggregate estimated profitability data provided for the prior two years. The Board reviewed BlackRock’s estimated profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the estimated profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, precision of expense allocations and business mix. The Board thus recognized that calculating and comparing profitability at the individual fund level is difficult.

The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly available. The Board reviewed BlackRock’s overall operating margin, in general, compared to that of certain other publicly traded asset management firms. The Board considered the differences between BlackRock and these other firms, including the contribution of technology at BlackRock, BlackRock’s expense management, and the relative product mix.

The Board considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreements and to continue to provide the high quality of services that is expected by the Board. The Board further considered factors including but not limited to BlackRock’s commitment of time and resources, assumption of risk, and liability profile in servicing the Fund, including in contrast to what is required of BlackRock with respect to other products with similar investment mandates across the open-end fund, ETF, closed-end fund, sub-advised mutual fund, separately managed account, collective investment trust, and institutional separate account product channels, as applicable.

The Board noted that the Fund’s contractual management fee rate ranked in the fourth quartile, and that the actual management fee rate and total expense ratio ranked in the first and third quartiles, respectively, relative to the Fund’s Expense Peers. The Board also noted that the Fund has an advisory fee arrangement that includes breakpoints that adjust the fee rate downward as the size of the Fund increases above certain contractually specified levels. The Board additionally noted that the breakpoints can, conversely, adjust the advisory fee rate upward as the size of the Fund decreases below certain contractually specified levels. Additionally, the Board noted that BlackRock and the Board have contractually agreed to a cap on the Fund’s total expenses as a percentage of the Fund’s average daily net assets on a class-by-class basis. Further, the Board noted that BlackRock and the Board have voluntarily agreed to a cap on the Fund’s total expenses as a percentage of the Fund’s average daily net assets on a class-by-class basis. After discussions between the Board, including the Independent Board Members, and BlackRock, the Board and BlackRock agreed to a continuation of the voluntary expense cap.

D. Economies of Scale

The Board, including the Independent Board Members, considered the extent to which any economies of scale might benefit the Fund in a variety of ways as the assets of the Fund increase. The Board considered multiple factors, including the advisory fee rate and breakpoints, unitary fee structure, fee waivers, and/or expense caps, as applicable. The Board considered the Fund’s asset levels and whether the current fee schedule was appropriate.

E. Other Factors Deemed Relevant by the Board Members

The Board, including the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from BlackRock’s respective relationships with the Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and its risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Fund, including for administrative, distribution, securities lending and cash management services. With respect to securities lending, during the year the Board also considered information provided by independent third-party consultants related to the performance of each BlackRock affiliate as securities lending agent. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that, subject to applicable law, BlackRock may use and benefit from third-party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts.

In connection with its consideration of the Agreements, the Board also received information regarding BlackRock’s brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.

The Board noted the competitive nature of the open-end fund marketplace, and that shareholders are able to redeem their Fund shares if they believe that the Fund’s fees and expenses are too high or if they are dissatisfied with the performance of the Fund.

Conclusion

At the May Meeting, in a continuation of the discussions that occurred during the April Meeting, and as a culmination of the Board’s year-long deliberative process, the Board, including the Independent Board Members, unanimously approved the continuation of the Advisory Agreement between the Manager and the Trust, on behalf of the Fund, for a one-year term ending June 30, 2025, and the Sub-Advisory Agreement between the Manager and the Sub-Advisor, with respect to the Fund, for a one-year term ending June 30, 2025. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of the Fund and its shareholders. In arriving at its decision to approve the Agreements, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were advised by independent legal counsel throughout the deliberative process.


D I S C L O S U R E O F I N V E S T M E N T A D V I S O R Y A G R E E M E N T A N D S U B - A D V I S O R Y A G R E E M E N T		31


Additional Information

Changes in and Disagreements with Accountants

Not applicable.

Proxy Results

Not applicable.

Remuneration Paid to Trustees, Officers, and Others

Compensation to the independent directors/trustees of the Trust is paid by the Trust, on behalf of the Fund.

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate BlackRock’s website in this report.

Electronic Delivery

Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports and prospectuses by enrolling in the electronic delivery program.

To enroll in electronic delivery:

Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages:

Please contact your financial advisor. Please note that not all investment advisors, banks or brokerages may offer this service.

Shareholders Who Hold Accounts Directly with BlackRock:

1. Access the BlackRock website at blackrock.com

2. Select “Access Your Account”

3. Next, select “eDelivery” in the “Related Resources” box and follow the sign-up instructions.

BlackRock’s Mutual Fund Family

BlackRock offers a diverse lineup of open-end mutual funds crossing all investment styles and managed by experts in equity, fixed-income and tax-exempt investing. Visit blackrock.com for more information.

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also visit blackrock.com for more information.

Automatic Investment Plans

Investor class shareholders who want to invest regularly can arrange to have $50 or more automatically deducted from their checking or savings account and invested in any of the BlackRock funds.

Systematic Withdrawal Plans

Investor class shareholders can establish a systematic withdrawal plan and receive periodic payments of $50 or more from their BlackRock funds, as long as their account balance is at least $10,000.

Retirement Plans

Shareholders may make investments in conjunction with Traditional, Rollover, Roth, Coverdell, Simple IRAs, SEP IRAs and 403(b) Plans.


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Additional Information (continued)

Fund and Service Providers

Investment Adviser and Administrator

BlackRock Advisors, LLC

Wilmington, DE 19809

Sub-Adviser

BlackRock International Limited

Edinburgh, EH3 8BL

United Kingdom

Accounting Agent and Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Wilmington, DE 19809

Custodian

The Bank of New York Mellon

New York, NY 10286

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Boston, MA 02110

Distributor

BlackRock Investments, LLC

New York, NY 10001

Legal Counsel

Sidley Austin LLP

New York, NY 10019

Address of the Trust

100 Bellevue Parkway

Wilmington, DE 19809


A D D I T I O N A L I N F O R M A T I O N		33


Glossary of Terms Used in this Report


Currency Abbreviation

AUD		Australian Dollar

CAD		Canadian Dollar

CHF		Swiss Franc

DKK		Danish Krone

EUR		Euro

GBP		British Pound

JPY		Japanese Yen

SEK		Swedish Krona

TWD		Taiwan New Dollar

USD		United States Dollar

Portfolio Abbreviation

ADR		American Depositary Receipt

NVS		Non-Voting Shares


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THIS PAGE INTENTIONALLY LEFT BLANK.

Want to know more?

blackrock.com | 800-441-7762

This report is intended for current holders. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless preceded or accompanied by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.

Item 8 –

Changes in and Disagreements with Accountants for Open-End Management Investment Companies – See Item 7

Item 9 –

Proxy Disclosures for Open-End Management Investment Companies – See Item 7

Item 10 –

Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies – See Item 7

Item 11 –

Statement Regarding Basis for Approval of Investment Advisory Contract – See Item 7

Item 12 –

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable

Item 13 –

Portfolio Managers of Closed-End Management Investment Companies – Not Applicable

Item 14 –

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable

Item 15 –

Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.

Item 16 –

Controls and Procedures

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 17 –

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable

Item 18 –

Recovery of Erroneously Awarded Compensation – Not Applicable

Item 19 –

Exhibits attached hereto

(a)(1) Code of Ethics – Not Applicable to this semi-annual report

(a)(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed – Not Applicable

(a)(3) Section 302 Certifications are attached.

(a)(4) Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable

(a)(5) Change in registrant’s independent public accountant – Not Applicable

(b) Section 906 Certifications are attached.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BlackRock Funds^SM


		By:		/s/ John M. Perlowski
				John M. Perlowski
				Chief Executive Officer (principal executive officer) of
				BlackRock Funds^SM

Date: November 20, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


		By:		/s/ John M. Perlowski
				John M. Perlowski
				Chief Executive Officer (principal executive officer) of
				BlackRock Funds^SM

Date: November 20, 2024


		By:		/s/ Trent Walker
				Trent Walker
				Chief Financial Officer (principal financial officer) of
				BlackRock Funds^SM

Date: November 20, 2024

BlackRock 20/80 Target Allocation Fund, Investor A (BACPX) N-CSRSCertified semi-annual shareholder report (management investment company)